In more detail

King V,  the fifth iteration of South Africa’s leading framework for corporate governance raises the bar for board accountability, independence, sustainability, and information governance. It streamlines principles, introduces a standard Disclosure Framework, and places compliance at the heart of ethical leadership.

Simplified structure and principles

A major shift is a structural one. King V replaces its sprawling predecessors with four concise components: Foundational Concepts, the Code, the Glossary and the Disclosure Framework. Language is plainer. Definitions are clearer. Principles are fewer, trimmed from 17 to 13 — lowering barriers to workability without lowering the bar for performance.  The simplification is designed to enable Directors, executives and assurance functions to navigate the framework with less ambiguity, paving the way for increased accountability.

Mandatory Disclosure Framework

The ‘apply and explain’ model remains, yet King V recasts it through a mandatory Disclosure Framework. The template extracts each principle and requires clear statements of application coupled with explanations for any departures, together with alternatives adopted. It must be approved by the governing body and kept current on the relevant organization’s website. The shift transforms compliance from a box-ticking exercise to measurable, ongoing accountability — making weak explanations visible to investors, regulators and stakeholders.

Sustainability and double materiality

Sustainability is integrated into strategy and reporting rather than treated as an add-on. The framework expects boards to align purpose, business model and strategy to create sustainable value across economic, social and environmental dimensions. King V introduces “double materiality” — meaning that organizations should disclose both financially material issues and those that materially impact stakeholders and long-term value creation.

Independence and board composition

Independence and board composition receive sharper treatment. Independence is defined as the exercise of objective, unfettered judgement. It is tested on substance rather than labels. Assessments now extend to related-party relationships, recognize a nine-year tenure as a notable factor and require cooling-off periods for former executives. Supplier relationships that may influence judgement are brought into scope. Performance-linked pay only raises independence flags where it is material to the individual’s income. Boards should refresh skills matrices, document independence assessments with evidence and disclose their reasoning to demonstrate credible compliance.

Committee governance

Committee governance has been tightened. Risk committees and social and ethics committees must have a majority of non-executives with at least one independent member. Nomination committees should be chaired by an independent non-executive. Audit committees are expected to assess the fitness of the CFO and finance team. These requirements raise the quality of oversight and create immediate action items for board chairs and company secretaries.

Information governance

King V consolidates IT, data and emerging technologies into a single framework anchored by board-approved strategy, policies and risk appetite. Ethical use of AI, clear human oversight, privacy protection and security resilience are now core governance topics. Compliance spans lawful processing, algorithmic accountability and incident readiness — elevating information governance to a matter of board-level oversight.

Remuneration and assurance

Remuneration is streamlined to align with changes to the Companies Act, emphasizing fairness, transparency and alignment to sustainable value creation. Where statutory votes do not apply, King V recommends separate non-binding advisory votes on policy and implementation for entities with social and ethics committees. Assurance is repositioned to support the integrity of both decisions and disclosures, with robust internal audit expectations and simplified definitions.

Stakeholder-inclusive governance

Governance now includes communities, NGOs and policymakers who materially affect or are affected by value creation. For groups, King V expects coherent frameworks at holding level with clear delegation, risk controls for information flows and aligned policies across entities. Board committee chairs should attend Annual General Meetings (AGMs) and listed companies should release AGM minutes within a reasonable time – thereby strengthening trust through visible accountability.

What should organizations do now?

• Start with a structured readiness assessment. We recommend mapping King V’s requirements to current board and committee structures, independence policies, stakeholder engagement, and information governance.
• Identify gaps. Focus on areas that could undermine disclosure quality.
• Update documentation. Revise charters, terms of reference and evaluation processes to reflect the new independence and committee expectations.
• Build the Disclosure Framework. Treat it as a living document with clear accountability, internal controls and a timetable for approvals and website updates.
• Prepare for double materiality. Align risk, strategy and reporting teams on metrics, targets and assurance needs.
• Use the next 12 to 18 months to test AGM readiness, refine remuneration engagement plans and stress-test cyber and major incident playbooks.

The deeper task is cultural. Compliance is not a defensive posture — it is the operating system for ethical leadership. Early adoption and genuine implementation of King V will help boards to earn stakeholder confidence, access capital on better terms, and build resilient value. In today’s environment, appreciating compliance as being central to governance is not just prudent — it is a competitive advantage.